81 FR 59710 - iShares Trust, et al.; Notice of Application
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 168 (August 30, 2016)
Federal Register Volume 81, Issue 168 (August 30, 2016)
| Page Range | 59710-59711 | |
| FR Document | 2016-20739 |
[Federal Register Volume 81, Number 168 (Tuesday, August 30, 2016)] [Notices] [Pages 59710-59711] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-20739] [[Page 59710]] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 32235; 812-14678] iShares Trust, et al.; Notice of Application August 24, 2016. AGENCY: Securities and Exchange Commission (``Commission''). ACTION: Notice. ----------------------------------------------------------------------- SUMMARY: Notice of an application for an order under section 6(c) of the Investment Company Act of 1940 (the ``Act'') for an exemption from sections 2(a)(32), 5(a)(1), 22(d), and 22(e) of the Act and rule 22c-1 under the Act, under sections 6(c) and 17(b) of the Act for an exemption from sections 17(a)(1) and 17(a)(2) of the Act, and under section 12(d)(1)(J) for an exemption from sections 12(d)(1)(A) and 12(d)(1)(B) of the Act. The requested order would permit (a) series of certain open-end management investment companies that track the performance of an index provided by an affiliated person (``Funds'') to issue shares redeemable in large aggregations only (``Creation Units''); (b) secondary market transactions in Fund shares to occur at negotiated market prices rather than at net asset value (``NAV''); (c) certain Funds to pay redemption proceeds, under certain circumstances, more than seven days after the tender of shares for redemption; (d) certain affiliated persons of a Fund to deposit securities into, and receive securities from, the Fund in connection with the purchase and redemption of Creation Units; and (e) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the Funds (``Funds of Funds'') to acquire shares of the Funds. Applicants: iShares Trust (the ``Trust''), a Delaware statutory trust registered under the Act as an open-end management investment company with multiple series, and iShares, Inc. (the ``Corporation''), a Maryland corporation registered under the Act as an open-end management investment company with multiple series, (each a ``Company,'' and, together, the ``Companies''), BlackRock Fund Advisors (the ``Initial Adviser''), a California corporation registered as an investment adviser under the Investment Advisers Act of 1940, and BlackRock Investments, LLC (the ``Distributor''), a broker-dealer registered under the Securities Exchange Act of 1934 (``Exchange Act''). Filing Dates: The application was filed on July 22, 2016. Hearing or Notification of Hearing: An order granting the requested relief will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission's Secretary and serving applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on September 19, 2016, and should be accompanied by proof of service on applicants, in the form of an affidavit, or for lawyers, a certificate of service. Pursuant to rule 0-5 under the Act, hearing requests should state the nature of the writer's interest, any facts bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Commission's Secretary. ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090; Applicants: Deepa Damre, Esq., BlackRock Fund Advisors, 400 Howard Street, San Francisco, CA 94105. FOR FURTHER INFORMATION CONTACT: Mark N. Zaruba, Senior Counsel, at (202) 551-6878, or Mary Kay Frech, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commission's Web site by searching for the file number, or for an applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090. Summary of the Application 1. Applicants request an order that would allow Funds to operate as exchange traded funds (``ETFs'') that track an Underlying Index provided by an Affiliated Index Provider (as defined below).\1\ Fund shares will be purchased and redeemed at their NAV in Creation Units only. All orders to purchase Creation Units and all redemption requests will be placed by or through an ``Authorized Participant,'' which will have signed a participant agreement with the Distributor. Shares will be listed and traded individually on a national securities exchange, where share prices will be based on the current bid/offer market. Any order granting the requested relief would be subject to the terms and conditions stated in the application. --------------------------------------------------------------------------- \1\ Applicants request that the order apply to a new series and any additional series of a Company, and any other open-end management investment company or series thereof, that may be created in the future (each, included in the term ``Fund''), each of which will operate as an ETF and will track a specified index comprised of domestic or foreign equity and/or fixed income securities (each, an ``Underlying Index''). Any Fund will (a) be advised by the Initial Adviser or an entity controlling, controlled by, or under common control with the Initial Adviser (each, an ``Adviser'') and (b) comply with the terms and conditions of the application. --------------------------------------------------------------------------- 2. Each Fund will hold investment positions selected to correspond generally to the performance of an Underlying Index. An affiliated person, as defined in section 2(a)(3) of the Act (``Affiliated Person''), or an affiliated person of an Affiliated Person (``Second- Tier Affiliate''), of a Company or a Fund, of the Adviser, of any sub- adviser to or promoter of a Fund, or of the Distributor will compile, create, sponsor or maintain the Underlying Index (an ``Affiliated Index Provider'').\2\ --------------------------------------------------------------------------- \2\ Each Fund will post on its Web site the identities and quantities of the investment positions that will form the basis for the Fund's calculation of its NAV at the end of the day. Applicants believe that requiring the Funds to maintain full portfolio transparency will help address, together with other protections, conflicts of interest with respect to such Funds. --------------------------------------------------------------------------- 3. Shares will be purchased and redeemed in Creation Units and generally on an in-kind basis. Except where the purchase or redemption will include cash under the limited circumstances specified in the application, purchasers will be required to purchase Creation Units by depositing specified instruments (``Deposit Instruments''), and shareholders redeeming their shares will receive specified instruments (``Redemption Instruments''). The Deposit Instruments and the Redemption Instruments will each correspond pro rata to the positions in the Fund's portfolio (including cash positions) except as specified in the application. 4. Because shares will not be individually redeemable, applicants request an exemption from section 5(a)(1) and section 2(a)(32) of the Act that would permit the Funds to register as open-end management investment companies and issue shares that are redeemable in Creation Units only. 5. Applicants also request an exemption from section 22(d) of the Act and rule 22c-1 under the Act as secondary market trading in shares will take place at negotiated prices, not at a current offering price described in a Fund's prospectus, and not at a price based on NAV. Applicants state that (a) secondary market trading in shares does not involve a Fund as a party and will not result in dilution of an investment [[Page 59711]] in shares, and (b) to the extent different prices exist during a given trading day, or from day to day, such variances occur as a result of third-party market forces, such as supply and demand. Therefore, applicants assert that secondary market transactions in shares will not lead to discrimination or preferential treatment among purchasers. Finally, applicants represent that share market prices will be disciplined by arbitrage opportunities, which should prevent shares from trading at a material discount or premium from NAV. 6. With respect to Funds that effect creations and redemptions of Creation Units in kind and that are based on certain Underlying Indexes that include foreign securities, applicants request relief from the requirement imposed by section 22(e) in order to allow such Funds to pay redemption proceeds within fifteen calendar days following the tender of Creation Units for redemption. Applicants assert that the requested relief would not be inconsistent with the spirit and intent of section 22(e) to prevent unreasonable, undisclosed or unforeseen delays in the actual payment of redemption proceeds. 7. Applicants request an exemption to permit Funds of Funds to acquire Fund shares beyond the limits of section 12(d)(1)(A) of the Act; and the Funds, and any principal underwriter for the Funds, and/or any broker or dealer registered under the Exchange Act, to sell shares to Funds of Funds beyond the limits of section 12(d)(1)(B) of the Act. The application's terms and conditions are designed to, among other things, help prevent any potential (i) undue influence over a Fund through control or voting power, or in connection with certain services, transactions, and underwritings, (ii) excessive layering of fees, and (iii) overly complex fund structures, which are the concerns underlying the limits in sections 12(d)(1)(A) and (B) of the Act. 8. Applicants request an exemption from sections 17(a)(1) and 17(a)(2) of the Act to permit persons that are Affiliated Persons, or Second Tier Affiliates, of the Funds, solely by virtue of certain ownership interests, to effectuate purchases and redemptions in-kind. The deposit procedures for in-kind purchases of Creation Units and the redemption procedures for in-kind redemptions of Creation Units will be the same for all purchases and redemptions and Deposit Instruments and Redemption Instruments will be valued in the same manner as those investment positions currently held by the Funds. Applicants also seek relief from the prohibitions on affiliated transactions in section 17(a) to permit a Fund to sell its shares to and redeem its shares from a Fund of Funds, and to engage in the accompanying in-kind transactions with the Fund of Funds.\3\ The purchase of Creation Units by a Fund of Funds directly from a Fund will be accomplished in accordance with the policies of the Fund of Funds and will be based on the NAVs of the Funds. --------------------------------------------------------------------------- \3\ The requested relief would apply to direct sales of shares in Creation Units by a Fund to a Fund of Funds and redemptions of those shares. Applicants, moreover, are not seeking relief from section 17(a) for, and the requested relief will not apply to, transactions where a Fund could be deemed an Affiliated Person, or a Second-Tier Affiliate, of a Fund of Funds because an Adviser or an entity controlling, controlled by or under common control with an Adviser provides investment advisory services to that Fund of Funds. --------------------------------------------------------------------------- 9. Section 6(c) of the Act permits the Commission to exempt any persons or transactions from any provision of the Act if such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. Section 12(d)(1)(J) of the Act provides that the Commission may exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions, from any provision of section 12(d)(1) if the exemption is consistent with the public interest and the protection of investors. Section 17(b) of the Act authorizes the Commission to grant an order permitting a transaction otherwise prohibited by section 17(a) if it finds that (a) the terms of the proposed transaction are fair and reasonable and do not involve overreaching on the part of any person concerned; (b) the proposed transaction is consistent with the policies of each registered investment company involved; and (c) the proposed transaction is consistent with the general purposes of the Act. For the Commission, by the Division of Investment Management, under delegated authority. Robert W. Errett, Deputy Secretary. [FR Doc. 2016-20739 Filed 8-29-16; 8:45 am] BILLING CODE 8011-01-P
![59710 Federal Register / Vol. 81, No. 168 / Tuesday, August 30, 2016 / Notices
SECURITIES AND EXCHANGE FILING DATES: The application was filed ‘‘Authorized Participant,’’ which will
COMMISSION on July 22, 2016. have signed a participant agreement
HEARING OR NOTIFICATION OF HEARING: An with the Distributor. Shares will be
[Investment Company Act Release No. order granting the requested relief will listed and traded individually on a
32235; 812–14678] be issued unless the Commission orders national securities exchange, where
a hearing. Interested persons may share prices will be based on the current
iShares Trust, et al.; Notice of request a hearing by writing to the bid/offer market. Any order granting the
Application Commission’s Secretary and serving requested relief would be subject to the
applicants with a copy of the request, terms and conditions stated in the
August 24, 2016. application.
personally or by mail. Hearing requests
AGENCY: Securities and Exchange should be received by the Commission 2. Each Fund will hold investment
Commission (‘‘Commission’’). by 5:30 p.m. on September 19, 2016, positions selected to correspond
ACTION: Notice. and should be accompanied by proof of generally to the performance of an
service on applicants, in the form of an Underlying Index. An affiliated person,
SUMMARY: Notice of an application for affidavit, or for lawyers, a certificate of as defined in section 2(a)(3) of the Act
an order under section 6(c) of the service. Pursuant to rule 0–5 under the (‘‘Affiliated Person’’), or an affiliated
Investment Company Act of 1940 (the Act, hearing requests should state the person of an Affiliated Person (‘‘Second-
‘‘Act’’) for an exemption from sections nature of the writer’s interest, any facts Tier Affiliate’’), of a Company or a
2(a)(32), 5(a)(1), 22(d), and 22(e) of the bearing upon the desirability of a Fund, of the Adviser, of any sub-adviser
Act and rule 22c–1 under the Act, under hearing on the matter, the reason for the to or promoter of a Fund, or of the
sections 6(c) and 17(b) of the Act for an request, and the issues contested. Distributor will compile, create, sponsor
exemption from sections 17(a)(1) and Persons who wish to be notified of a or maintain the Underlying Index (an
17(a)(2) of the Act, and under section hearing may request notification by ‘‘Affiliated Index Provider’’).2
12(d)(1)(J) for an exemption from writing to the Commission’s Secretary. 3. Shares will be purchased and
sections 12(d)(1)(A) and 12(d)(1)(B) of redeemed in Creation Units and
ADDRESSES: Secretary, Securities and
the Act. The requested order would generally on an in-kind basis. Except
Exchange Commission, 100 F Street NE., where the purchase or redemption will
permit (a) series of certain open-end
Washington, DC 20549–1090; include cash under the limited
management investment companies that
Applicants: Deepa Damre, Esq., circumstances specified in the
track the performance of an index
BlackRock Fund Advisors, 400 Howard application, purchasers will be required
provided by an affiliated person
Street, San Francisco, CA 94105. to purchase Creation Units by
(‘‘Funds’’) to issue shares redeemable in
large aggregations only (‘‘Creation FOR FURTHER INFORMATION CONTACT: depositing specified instruments
Units’’); (b) secondary market Mark N. Zaruba, Senior Counsel, at (‘‘Deposit Instruments’’), and
transactions in Fund shares to occur at (202) 551–6878, or Mary Kay Frech, at shareholders redeeming their shares
negotiated market prices rather than at (202) 551–6821 (Division of Investment will receive specified instruments
net asset value (‘‘NAV’’); (c) certain Management, Chief Counsel’s Office). (‘‘Redemption Instruments’’). The
Funds to pay redemption proceeds, SUPPLEMENTARY INFORMATION: The Deposit Instruments and the
under certain circumstances, more than following is a summary of the Redemption Instruments will each
seven days after the tender of shares for application. The complete application correspond pro rata to the positions in
redemption; (d) certain affiliated may be obtained via the Commission’s the Fund’s portfolio (including cash
persons of a Fund to deposit securities Web site by searching for the file positions) except as specified in the
into, and receive securities from, the number, or for an applicant using the application.
Fund in connection with the purchase Company name box, at http:// 4. Because shares will not be
and redemption of Creation Units; and www.sec.gov/search/search.htm or by individually redeemable, applicants
(e) certain registered management calling (202) 551–8090. request an exemption from section
investment companies and unit 5(a)(1) and section 2(a)(32) of the Act
Summary of the Application that would permit the Funds to register
investment trusts outside of the same
group of investment companies as the 1. Applicants request an order that as open-end management investment
Funds (‘‘Funds of Funds’’) to acquire would allow Funds to operate as companies and issue shares that are
shares of the Funds. exchange traded funds (‘‘ETFs’’) that redeemable in Creation Units only.
track an Underlying Index provided by 5. Applicants also request an
APPLICANTS: iShares Trust (the ‘‘Trust’’),
an Affiliated Index Provider (as defined exemption from section 22(d) of the Act
a Delaware statutory trust registered and rule 22c–1 under the Act as
below).1 Fund shares will be purchased
under the Act as an open-end secondary market trading in shares will
and redeemed at their NAV in Creation
management investment company with take place at negotiated prices, not at a
Units only. All orders to purchase
multiple series, and iShares, Inc. (the current offering price described in a
Creation Units and all redemption
‘‘Corporation’’), a Maryland corporation Fund’s prospectus, and not at a price
requests will be placed by or through an
registered under the Act as an open-end based on NAV. Applicants state that (a)
management investment company with 1 Applicants request that the order apply to a new
secondary market trading in shares does
multiple series, (each a ‘‘Company,’’ series and any additional series of a Company, and not involve a Fund as a party and will
and, together, the ‘‘Companies’’), any other open-end management investment
not result in dilution of an investment
BlackRock Fund Advisors (the ‘‘Initial company or series thereof, that may be created in
mstockstill on DSK3G9T082PROD with NOTICES
the future (each, included in the term ‘‘Fund’’),
Adviser’’), a California corporation each of which will operate as an ETF and will track 2 Each Fund will post on its Web site the
registered as an investment adviser a specified index comprised of domestic or foreign identities and quantities of the investment positions
under the Investment Advisers Act of equity and/or fixed income securities (each, an that will form the basis for the Fund’s calculation
1940, and BlackRock Investments, LLC ‘‘Underlying Index’’). Any Fund will (a) be advised of its NAV at the end of the day. Applicants believe
by the Initial Adviser or an entity controlling, that requiring the Funds to maintain full portfolio
(the ‘‘Distributor’’), a broker-dealer controlled by, or under common control with the transparency will help address, together with other
registered under the Securities Initial Adviser (each, an ‘‘Adviser’’) and (b) comply protections, conflicts of interest with respect to
Exchange Act of 1934 (‘‘Exchange Act’’). with the terms and conditions of the application. such Funds.
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![Federal Register / Vol. 81, No. 168 / Tuesday, August 30, 2016 / Notices 59711
in shares, and (b) to the extent different transactions in section 17(a) to permit a SECURITIES AND EXCHANGE
prices exist during a given trading day, Fund to sell its shares to and redeem its COMMISSION
or from day to day, such variances occur shares from a Fund of Funds, and to
as a result of third-party market forces, engage in the accompanying in-kind [Release No. 34–78644; File No. SR–
such as supply and demand. Therefore, transactions with the Fund of Funds.3 NYSEArca–2016–87]
applicants assert that secondary market The purchase of Creation Units by a
transactions in shares will not lead to Fund of Funds directly from a Fund will Self-Regulatory Organizations; NYSE
discrimination or preferential treatment be accomplished in accordance with the Arca, Inc.; Notice of Withdrawal of a
among purchasers. Finally, applicants policies of the Fund of Funds and will Proposed Rule Change, as Modified by
represent that share market prices will Amendment No. 1, To List and Trade
be based on the NAVs of the Funds.
be disciplined by arbitrage Shares of the First Trust Horizon
opportunities, which should prevent 9. Section 6(c) of the Act permits the
Commission to exempt any persons or Managed Volatility Domestic ETF and
shares from trading at a material
transactions from any provision of the the First Trust Horizon Managed
discount or premium from NAV.
6. With respect to Funds that effect Act if such exemption is necessary or Volatility Developed International ETF
creations and redemptions of Creation appropriate in the public interest and Under NYSE Arca Equities Rule 8.600
Units in kind and that are based on consistent with the protection of August 23, 2016.
certain Underlying Indexes that include investors and the purposes fairly
foreign securities, applicants request intended by the policy and provisions of On June 16, 2016, NYSE Arca, Inc.
relief from the requirement imposed by the Act. Section 12(d)(1)(J) of the Act (‘‘Exchange’’) filed with the Securities
section 22(e) in order to allow such provides that the Commission may and Exchange Commission
Funds to pay redemption proceeds exempt any person, security, or (‘‘Commission’’), pursuant to Section
within fifteen calendar days following transaction, or any class or classes of 19(b)(1) of the Securities Exchange Act
the tender of Creation Units for of 1934 (‘‘Act’’) 1 and Rule 19b–4
persons, securities, or transactions, from
redemption. Applicants assert that the thereunder,2 a proposed rule change to
any provision of section 12(d)(1) if the
requested relief would not be list and trade shares of the First Trust
inconsistent with the spirit and intent of exemption is consistent with the public
Horizon Managed Volatility Domestic
section 22(e) to prevent unreasonable, interest and the protection of investors.
ETF and the First Trust Horizon
undisclosed or unforeseen delays in the Section 17(b) of the Act authorizes the
Managed Volatility Developed
actual payment of redemption proceeds. Commission to grant an order
International ETF. The proposed rule
7. Applicants request an exemption to permitting a transaction otherwise
change was published for comment in
permit Funds of Funds to acquire Fund prohibited by section 17(a) if it finds
the Federal Register on July 6, 2016.3
shares beyond the limits of section that (a) the terms of the proposed
On July 18, 2016, the Exchange
12(d)(1)(A) of the Act; and the Funds, transaction are fair and reasonable and
submitted Amendment No. 1 to the
and any principal underwriter for the do not involve overreaching on the part
proposed rule change.4 On August 16,
Funds, and/or any broker or dealer of any person concerned; (b) the
registered under the Exchange Act, to 2016, pursuant to Section 19(b)(2) of the
proposed transaction is consistent with
sell shares to Funds of Funds beyond Act,5 the Commission designated a
the policies of each registered longer period within which to approve
the limits of section 12(d)(1)(B) of the investment company involved; and (c)
Act. The application’s terms and the proposed rule change, disapprove
the proposed transaction is consistent the proposed rule change, or institute
conditions are designed to, among other with the general purposes of the Act.
things, help prevent any potential (i) proceedings to determine whether to
undue influence over a Fund through For the Commission, by the Division of disapprove the proposed rule change.6
control or voting power, or in Investment Management, under delegated The Commission received no comment
connection with certain services, authority. letters on the proposed rule change.
transactions, and underwritings, (ii) Robert W. Errett, On August 18, 2016, the Exchange
excessive layering of fees, and (iii) Deputy Secretary. withdrew the proposed rule change, as
overly complex fund structures, which [FR Doc. 2016–20739 Filed 8–29–16; 8:45 am] modified by Amendment No. 1 (SR–
are the concerns underlying the limits BILLING CODE 8011–01–P NYSEArca–2016–87).
in sections 12(d)(1)(A) and (B) of the
Act. For the Commission, by the Division of
8. Applicants request an exemption Trading and Markets, pursuant to delegated
from sections 17(a)(1) and 17(a)(2) of the authority.7
Act to permit persons that are Affiliated Robert W. Errett,
Persons, or Second Tier Affiliates, of the Deputy Secretary.
Funds, solely by virtue of certain [FR Doc. 2016–20740 Filed 8–29–16; 8:45 am]
ownership interests, to effectuate
BILLING CODE 8011–01–P
purchases and redemptions in-kind. The
deposit procedures for in-kind 1 15 U.S.C. 78s(b)(1).
purchases of Creation Units and the 3 The requested relief would apply to direct sales 2 17 CFR 240.19b–4.
redemption procedures for in-kind of shares in Creation Units by a Fund to a Fund of 3 See Securities Exchange Act Release No. 78191
redemptions of Creation Units will be
mstockstill on DSK3G9T082PROD with NOTICES
Funds and redemptions of those shares. Applicants, (June 29, 2016), 81 FR 44056.
the same for all purchases and moreover, are not seeking relief from section 17(a) 4 Amendment No. 1 replaced and superseded the
redemptions and Deposit Instruments for, and the requested relief will not apply to, original filing in its entirety. Amendment No. 1 is
transactions where a Fund could be deemed an available at https://www.sec.gov/comments/sr-
and Redemption Instruments will be
Affiliated Person, or a Second-Tier Affiliate, of a nysearca-2016-87/nysearca201687-1.pdf.
valued in the same manner as those Fund of Funds because an Adviser or an entity 5 15 U.S.C. 78s(b)(2).
investment positions currently held by controlling, controlled by or under common control 6 See Securities Exchange Act Release No. 78587,
the Funds. Applicants also seek relief with an Adviser provides investment advisory 81 FR 56728 (August 22, 2016).
from the prohibitions on affiliated services to that Fund of Funds. 7 17 CFR 200.30–3(a)(12).
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Document Created: 2018-02-09 11:42:48
Document Modified: 2018-02-09 11:42:48
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| Action | Notice. | |
| Dates | The application was filed on July 22, 2016. | |
| Contact | Mark N. Zaruba, Senior Counsel, at (202) 551-6878, or Mary Kay Frech, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office). | |
| FR Citation | 81 FR 59710 |
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